OFFICIAL DOCUMENTS LOAN NUMBER 8866-AO Loan Agreement (Commercial Agriculture Development Project) between REPUBLIC OF ANGOLA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT LOAN NUMBER 8866-AO LOAN AGREEMENT AGREEMENT dated as of the Signature Date between REPUBLIC OF ANGOLA ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank"). The Borrower and the Bank hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) apply to and form part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE II - LOAN 2.01. The Bank agrees to lend to the Borrower the amount of one hundred and five million and five hundred thousand Euro (EUR 105,500,000), as such amount may be converted from time to time through a Currency Conversion ("Loan"), to assist in financing the project described in Schedule I to this Agreement ("Project"). 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section III of Schedule 2 to this Agreement. 2.03. The Front-end Fee is one quarter of one percent (0.25%) of the Loan amount. 2.04. The Commitment Charge is one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance. 2.05. The interest rate is the Reference Rate plus the Fixed Spread or such rate as may apply following a Conversion; subject to Section 3.02(e) of the General Conditions. 2.06. The Payment Dates are January 15 and July 15 in each year. 2.07. The principal amount of the Loan shall be repaid in accordance with Schedule 3 to this Agreement. -2- ARTICLE III - PROJECT 3.01. The Borrower declares its commitment to the objectives of the Project. To this end, the Borrower shall carry out Parts 1.1, 2, 3 and 4 of the Project through MINAGRIF and cause Part 1.2. of the Project to be carried out by the Project Implementing Entity in accordance with the provisions of Article V of the General Conditions, Schedule 2 to this Agreement and the Project Agreement. ARTICLE IV - REMEDIES OF THE BANK 4.01. The Additional Event of Suspension consists of the following, namely any action has been taken that leads to the dissolution, disestablishment or suspension of operation (including cancellation of license to operate as a Financial Institution) of the FGC. 4.02. The Co-financing Deadline for the effectiveness of the Co-financing Agreement is one hundred and twenty (120) days after the Signature Date. 4.03. The Additional Event of Acceleration consists of the following, namely the event specified in Section 4.01 of this Agreement occurs. ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. The Additional Conditions of Effectiveness consists of the following: (a) The Co-financing Agreement has been executed and delivered and all conditions precedent to its effectiveness or to the right of the Borrower to make withdrawals under it (other than the effectiveness of this Agreement) have been fulfilled. (b) The adoption by the Borrower of a Project Operational Manual, in form and substance satisfactory to the Bank. 5.02. The Effectiveness Deadline is the date one hundred and twenty (120) days after the Signature Date. 5.03. For purposes of Section 9.05 (b) of the General Conditions, the date on which the obligations of the Borrower under this Agreement (other than those providing for payment obligations) shall terminate is twenty (20) years after the Signature Date. -3- ARTICLE VI- REPRESENTATIVE; ADDRESSES 6.01. The Borrower's Representative is its minister responsible for finance. 6.02. For purposes of Section 10.01 of the General Conditions: The Borrower's address is: Ministdrio das Finanqas Largo da Mutamba Luanda, Angola; and 6.03. For purposes of Section 10.01 of the General Conditions: (a) the Bank's address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Bank's Electronic Address is: Telex: Facsimile: 248423(MCI) or 1-202-477-6391 64145(MCI) -4- AGREED as of the Signature Date. REPUBLIC OF ANGOLA By Authorized Representative Name: Augusto Archer de Sousa Mangueira Title: Minister of Finance Date: July 19, 2018 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Authorized Representative Name: Olivier Jacques Lambert Title: Country Manager Date: July 19, 2018 -5- SCHEDULE1 Project Description The objective of the Project is to increase productivity and market access for selected beneficiaries in the Project Areas. The Project consists of the following parts: Part 1: Promotion and Support for Agribusiness Development 1.1. Support eligible farmers and agribusiness SMEs, with a particular focus on women, to identify, prepare and implement viable business plans within priority value chains, through inter alia: (i) Project-related awareness raising and communication strategies; (ii) strengthening eligible farmers organizational and managerial capacity; (iii) improvement of business practices of eligible agribusiness SMEs; (iv) Matching Grants for Subprojects to forge productive alliances between eligible farmers and buyers and market linkages between agribusiness SMEs and other value chain players. 1.2. Capitalization of an Agribusiness Window within the FGC and operationalization of the Agribusiness Window within the FGC by providing partial credit guarantees to selected PFls in respect of credits that said PFIs extend to eligible farmers and agribusiness SMEs for Subprojects. Part 2: Infrastructure for Production and Marketing 2.1. Support for, inter alia: (i) rehabilitation and minor improvements of selected existing priority tertiary rural roads in the Project Areas, including, inter alia, increasing their overall sustainability and climate resilience; (ii) construction of small concrete bridges and aqueducts in the Project Areas; (iii) capacity building of municipal and provincial governments in the Project Areas to maintain rural road infrastructure; and, (iv) routine maintenance of the existing priority tertiary rural roads rehabilitated by the Project. 2.2. Support for the development and rehabilitation of about 2500 ha of irrigated land in the Project Areas through, inter alia: (i) the identification, feasibility, design and construction of small irrigation schemes in the Project Areas; (ii) the piloting of improved management in two existing small irrigation schemes in the Project Areas; and (iii) technical assistance to irrigator-producers, and water user associations and their members. 2.3. Support for priority last mile electricity connections to the national electricity grid in support of agribusiness development of eligible farmers and agribusiness SMEs in the Project Areas. -6- Part 3: Institutional Strengthening and Improved Business Environment 3.1. Support for, inter alia, the development and implementation of: (i) strategies to develop priority value chains, using a public-private dialogue mechanism; and (ii) action plans to address the constrains to private sector participation in value chains. 3.2. Strengthen research and development in the agricultural sector through, inter alia: (i) development of recommended technological packages for priority value chains; (ii) improvement of soil analysis services; (iii) cooperative partnerships with foreign research organizations; and (iv) training of national researchers and extension officers. 3.3. Strengthen MINAGRIF institutional capacity through, inter alia: (i) development of a technological platform; (ii) development of land policy and governance mechanisms in the Project Areas; (iii) agricultural policy studies; (iv) support for policy development, planning, enforcement and supervision for land use for irrigation; and, (v) development of options study for weather index-based crop insurance for enabling improved climate change and climate variability risk coverage. 4. Project Management, Monitoring and Evaluation Provision of support to MINAGRIF for Project implementation, including for, inter alia, coordination, communication and information dissemination, procurement, financial management, safeguards and monitoring and evaluation activities and financing of Incremental Operating Costs. -7- SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements PIU-GEPE 1. The Borrower shall maintain, throughout Project implementation, a national Project implementation unit within the GEPE (PIU-GEPE) of MINAGRIF, led by a Project coordinator and composed of key staff, with qualifications and under terms of reference acceptable to the Bank, including two accountants, one international procurement officer, one senior financial management specialist, one social safeguards specialist, one environmental specialist, one agribusiness specialist and any other specialists as may have been agreed with the Bank, as further detailed in the POM. The PIU-GEPE shall be responsible for overall Project implementation, including, inter alia, ensuring coordination with key stakeholders, managing the Project's fiduciary and safeguard aspects (including gender, labor and health and safety aspects), and monitoring and evaluation of Project implementation, as further detailed in the POM. Provincial Project Implementation Teams (PPIT) 2. The Borrower shall ensure that Provincial Project Implementation Teams (PPIT) are established within selected Provincial Directorates of Agriculture in the Project Areas, with resources, functions and staff in adequate numbers and with experience and qualifications acceptable to the Bank, as further detailed in the POM. The PPIT shall be responsible for, inter alia, supervision of the implementation of Project activities at the provincial level, as further detailed in the POM. Project Steering Committee (PSC) 3. Not later than three (3) months after the Effective Date, the Borrower shall establish, and thereafter maintain, throughout Project implementation, the PSC, with composition and mandate acceptable to the Bank, which shall include, inter alia, high level representatives of the line ministries involved in Project implementation, the FGC, and representatives of the private sector, as further detailed in the POM. The PSC shall be responsible for coordinating, including at the inter-ministerial level, and providing overall strategic guidance for Project implementation. -8- Technical Investment Committee under Part I ofthe Project 4. For purposes of carrying out Part I of the Project, the Borrower shall appoint, and thereafter maintain, at all times throughout Project implementation, a committee, under terms of reference and composition acceptable to the Bank, which shall be responsible for, inter alia, carrying out the technical and financial evaluation of applications, including reviewing business plans, from eligible farmers and/or agribusiness SMEs to receive Matching Grants and/or partial credit guarantees, as further detailed in the POM. Technical Investment Committee under Part 2 ofthe Project 5. For purposes of carrying out Part 2 of the Project, the Borrower shall appoint, and thereafter maintain, at all times throughout Project implementation, a committee, under terms of reference and composition acceptable to the Bank. Technical Service Providers 6. For purposes of carrying out the Project, the Borrower shall appoint, and thereafter maintain, international technical service providers, under terms of reference, qualifications and experience acceptable to the Bank. FGC 7. The Borrower shall ensure that the FGC is maintained, throughout Project implementation, with a structure, functions, responsibilities, and staffing acceptable to the Bank, and in accordance with the Financial Sector Laws. Inter-ministerial MoU under Part 2.3. of the Project 8. For purposes of carrying out Part 2.3 of the Project, the MINAGRIF shall enter into a memorandum of understanding with MINEA, under terms and conditions acceptable to the Bank, which shall include, inter alia: (i) the respective roles and responsibilities of MINAGRIF and MINEA; and (ii) the detailed rural electrification pipeline and plan for the Project Areas, including the timeline for its approval by the MINEA and MINAGRIF. Accounting and Financial Management 8. The Borrower shall, not later than three (3) months from the Effective Date, purchase and install a computerized accounting software for the Project acceptable to the Bank. 9. The Borrower shall, not later than two (2) months from the Effective Date, appoint two (2) accountants, under terms of reference and with qualifications and experience acceptable to the Bank, to support the PIU-GEPE. -9- 10. The Borrower shall, not later than four (4) months from the Effective Date, appoint an independent external auditor, under terms of reference and with qualifications and experience acceptable to the Bank. i1. The Borrower shall, not later than six (6) months from the Effective Date, appoint an internal auditor, under terms of reference and with qualifications and experience acceptable to the Bank. B. Subsidiary Agreement 1 . To facilitate the carrying out of the Project Implementing Entity's Respective Part 1.2. of the Project, the Borrower shall make part of the proceeds of the Loan ("Subsidiary Financing") available to the Project Implementing Entity under a subsidiary agreement ("Subsidiary Agreement") between the Borrower and the Project Implementing Entity, under terms and conditions approved by the Bank, which shall include the following: (a) the FGC shall not be required to repay the proceeds of the Subsidiary Financing received from the Borrower; (b) the obligation of the FGC to establish and, thereafter maintain, throughout Project implementation a dedicated Agribusiness Window for purposes of implementation of Part 1.2. of the Project; (c) the obligation of the FGC to use the proceeds of the Subsidiary Financing for purposes of providing partial credit guarantees to cover credits extended by eligible PFIs to eligible farmers and agribusiness SMEs to finance eligible activities to be carried out by said farmers and agribusiness SMEs. To that end, the FGC shall appraise and select PFIs in accordance with the procedure and criteria in the PCG Fund Operations Manual and enter into an agreement with the selected PFI, under terms and conditions satisfactory to the Bank and as further set out in the PCG Fund Operations Manual and which include requiring selected PFIs to ensure that eligible farmers and agribusiness SMEs proposing to use PFI credit for carrying out activities under the Negative List are excluded from credits to selected farmers and agribusiness SMEs; (d) the obligation of the FGC to carry out Part 1.2. of the Project with due diligence and efficiency, in conformity with appropriate administrative, economic, managerial, financial, environmental, social, labor, health and safety and technical standards and practices, and provide promptly as needed, the facilities, services and other resources required for Part 1.2. of the Project; -10- (e) the obligation of the FGC to: (i) exchange views with the Borrower, and the Bank with regard to the progress of Part 1.2. of the Project, and the performance of its obligations under the Subsidiary Agreement; and (ii) assist the Borrower in complying with its obligations referred to in Section II of this Schedule, as applicable to Part 1.2 of the Project; (f) the obligation of the FGC to promptly inform the Borrower and the Bank of any condition which interferes or threatens to interfere with the progress of Part 1.2. of the Project; (g) the obligation of the FGC to carry out Part 1.2 of the Project in accordance with the PCG Fund Operations Manual; (h) the obligation of the FGC to carry out Part 1.2 of the Project in compliance with the Anti-Corruption Guidelines; (i) the obligation of the FGC to: (i) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to Part 1.2 of the Project; and (ii) at the Bank and Borrower's request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; and, (j) the right of the Borrower to take remedial actions against the FGC, in case the FGC shall have failed to comply with any of its obligations under the Subsidiary Agreement, which actions may include, inter alia, the partial or total suspension and/or cancellation or refund of all or any part of the proceeds of the Subsidiary Financing transferred to the FGC pursuant to the Subsidiary Agreement (as the case may be). 2. The Borrower shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions. C. Collaboration Agreements 1 . For the purposes of implementing the Project, the Borrower shall enter into an agreement with each Selected Province ("Collaboration Agreement"), in form and substance satisfactory to the Bank, which shall include, inter alia, details on the respective roles and responsibilities of the Borrower and the selected Province in -ll- the implementation of Part 2.1 of the Project, including arrangements for coordination and supervision. D. Project Operational Manual (POM) 1 . The Borrower shall carry out the Project in accordance with the POM, which shall, inter alia, set out detailed guidelines, methods and procedures for the implementation of the Project, including: (i) administration and coordination including placement of necessary human resources; (ii) performance indicators of the Project; (iii) roles and responsibilities of various agencies in the implementation of the Project; (iv) budget and budgetary control; (v) disbursement procedures and banking arrangements; (vi) details and identification of the account for the capitalization of the FGC for purposes of implementing Part 1.2. of the Project; (vii) financial, procurement and accounting procedures; (viii) internal control procedures; (ix) accounting system and transaction records; (x) reporting requirements; (xi) audit arrangements; (xii) corruption and fraud mitigation measures; (xiii) environmental, social, labor and health and safety (including an environmental and social exclusion list and measures designed to prohibit and address instances of gender based violence and sexual exploitation and abuse); and (xiv) such other arrangements and procedures as shall be required for the effective implementation of the Project. The Borrower shall not assign, amend, abrogate or waive any provision of the POM without prior approval of the Bank. 2. In case of any conflict between the terms of the POM and those of this Agreement, the terms of this Agreement shall prevail. E. PCG Fund Operations Manual 1 . The Borrower shall cause the FGC to carry out Part 1.2. of the Project in accordance with the provisions and requirements of a set of guidelines satisfactory to the Bank ("PCG Fund Operations Manual"), which shall include, inter alia: (a) eligibility criteria for the selection of eligible farmers and agribusiness SMEs and their PFIs that can benefit from the partial credit guarantee; (b) criteria and process for guaranteeing eligible credits; (c) template of the agreement with PFIs; (d) investment policy of the FGC; (e) environmental and social screening, evaluation and supervision procedures and guidelines, including excluded activities set out in the Negative List; (f) monitoring and evaluation arrangements; and (g) details and identification of the account for the capitalization of the FGC for purposes of implementing Part 1.2 of the Project. 2. The Borrower shall cause the FGC not to assign, amend, abrogate or waive any provisions of the PCG Fund Operations Manual without the prior approval of the Bank. -12- 3. In the event of any conflict between the provisions of the PCG Fund Operations Manual and those of this Agreement, the terms of this Agreement shall prevail. F. Matching Grants 1. In order to ensure the proper implementation of Part 1.1(vi) of the Project, the Borrower shall, through the MINAGRIF, make Matching Grants to eligible farmers and agribusiness SMEs in accordance with eligibility criteria and procedures set forth in the Matching Grants Operations Manual. 2. Matching Grants under Part I of the Project 2.1. For purposes of carrying out Part I of the Project, the Borrower shall make a portion of the Loan available as cash or in-kind grants (Matching Grants), each Matching Grant to be provided under an agreement (Matching Grant Agreement) with the respective eligible farmer or agribusiness SME (Beneficiary) on terms and conditions approved by the Bank, and in accordance with the Matching Grants Operations Manual, said Matching Grant Agreement to include the following: (a) The Matching Grant shall be made on grant terms; (b) The Borrower shall obtain rights adequate to protect its interests and those of the Bank, including the right to: (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Matching Grant, or all or any part of the amount of the Matching Grant then withdrawn, upon the Beneficiary's failure to perform any of its obligations under the Matching Grant Agreement; and, (ii) require each Beneficiary to: (A) carry out its Subproject with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of Loan proceeds other than the Borrower; (B) provide, promptly as needed, the resources required for the purpose; (C) procure the goods, works, non-consulting services and services to be financed out of the Matching Grant in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, the progress of the Subproject and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner -13- adequate to reflect the operations, resources and expenditures related to the Subproject; and (2) at the Bank's or the Borrower's request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; (F) enable the Borrower and the Bank to inspect the Subproject, its operation and any relevant records and documents; and (G) prepare and furnish to the Borrower and the Bank all such information as the Borrower or the Bank shall reasonably request relating to the foregoing. 3. The Borrower shall exercise its rights under each Matching Grant Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Financing. Except as the Bank shall otherwise agree in writing, the Borrower shall not assign, amend, abrogate or waive any Matching Grant Agreement or any of its provisions. G. Safeguards 1 . The Borrower shall carry out, and shall cause the Project Implementing Entity to: (i) carry out, the Project in accordance with the provisions of the Safeguards Instruments; and (ii) ensure that any contracts for civil works under the Project include codes of conduct in form and substance acceptable to the Bank, detailing measures on environmental, health and safety, labor and preventing and responding to HIV/AIDS, gender-based violence, and violence against children. The Borrower shall ensure that no provision of the Safeguard Instruments is amended, suspended, abrogated, repealed or waived without the prior written approval by the Bank. 2. Without limitation to the excluded expenditures provision set forth in the PCG Fund Operations Manual and/or the Safeguard Instruments, the following activities shall not be eligible to be included in or funded under the Project ("Negative List"): (a) activities involving the use of prohibited pesticides listed in the PMP; (b) any activities that would lead to conversion or degradation of critical natural habitats or their supporting areas; (c) any activities that would lead to conversion or degradation of critical forest areas, related critical natural habitats, clearing of forests or forest ecosystems; (d) activities involving palm oil industrial production; -14- (e) activities involving the financing the rehabilitation or construction of Large Dams; and, (a) activities involving child or forced labor, as per the national legislation enacted pursuant to the Cl38 - Minimum Age Convention, the Cl82 - Worst Forms of Child Labor Convention, and the C029 - Forced Labor Convention. 3. The Borrower shall ensure that all technical assistance under the Project, shall only be undertaken pursuant to terms of reference reviewed and found satisfactory by the Bank, such terms of reference to ensure that the technical assistance takes into account, and calls for application of the Bank's environmental and social safeguards policies and the Borrower's own laws relating to the environment and social aspects including, but not limited to, national legislation enacted pursuant to its obligations under the C138 - Minimum Age Convention, the C182 - Worst Forms of Child Labor Convention, and the C029 -Forced Labor Convention). 4. The Borrower shall ensure that employees, agents, service providers, contractors and subcontractors carry out the Project in conformity with acceptable environmental and social standards, practices and codes of conduct (which shall, inter alia, contain measures that prohibit, prevent and address gender based violence and sexual exploitation and abuse), the provisions of the Borrower's environmental and social laws (including, but not limited to, national legislation enacted pursuant to its obligations under the C138 - Minimum Age Convention, the C 182 - Worst Forms of Child Labor Convention and C029 -Forced Labor Convention), the Safeguard Instruments. 5. If any Project activity would, pursuant to the RPF, require the preparation of a RAP, no such activity shall be implemented, unless: (i) a RAP for such activity has been: (A) prepared in accordance with the requirements of the RPF and furnished to the Bank; (B) disclosed as required by the RPF; and (C) approved by the Bank and publicly disclosed; and (ii) (A) all measures required to be taken under said RAP prior to the initiation of said activity have been taken, including, without limitation to the above, providing funds for resettlement compensation at full replacement cost when and if required under a RAP; (B) a report, in form and substance satisfactory to the Bank, on the status of compliance with the requirements of said RAP has been prepared and furnished to the Bank; and (C) the Bank has confirmed that the implementation of said activity may be commenced. 6. Without limitation upon its other reporting obligations under this Agreement, the Borrower shall collect, compile and furnish to the Bank on a calendar semester basis (or with more frequency or in a separate report whenever the circumstances warrant), reports in form and substance satisfactory to the Bank, on the status of -15- compliance with the Safeguard Instruments, as part of the Project Reports, giving details of: (a) measures taken in furtherance of the Safeguards Instruments including the Supplemental Social and Environmental Safeguard Instruments; (b) conditions, if any, which interfere or threaten to interfere with the smooth implementation of the Safeguards Instruments including the Supplemental Social and Environmental Safeguard Instruments; and, (c) remedial measures taken or required to be taken to address such conditions including but not limited to the implementation of a grievance redress mechanism. 7. The Borrower shall, and shall cause the FGC to, throughout Project implementation, maintain and publicize the availability of Project-level grievance and feedback and redress mechanisms, in a form and substance satisfactory to the Bank, to hear and determine fairly and in good faith all complaints and feedback raised in relation to the Project, and take all measures necessary to implement the determinations made by said grievance feedback and redress mechanism in a manner satisfactory to the Bank. H. Annual Work Plans and Budget 1 . Each calendar year, the Borrower shall prepare a draft annual work plan and budget for the Project for each subsequent year of Project implementation, of such scope and detail as the Bank shall have reasonably requested. 2. The Borrower shall furnish to the Bank, not later than November 30 of each year, the proposed annual work plans and budgets for the Bank's review and final approval; except for the first annual work plan and budget for the Project for the first two years of Project implementation, which shall be furnished no later than two (2) months after the Effective Date. Only the activities included in an annual work plan and budget expressly approved by the Bank (each an "Annual Work Plan and Budget") are eligible to be financed from the proceeds of the Loan. 3. The Borrower shall ensure that the Project is carried out in accordance with the approved Annual Work Plans and Budgets. Section II. Proiect Monitoring Reporting and Evaluation The Borrower shall furnish to the Bank each Project Report not later than one month after the end of each calendar semester, covering the calendar semester. -16- Section III. Withdrawal of Loan Proceeds A. General Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Borrower may withdraw the proceeds of the Loan to: (a) finance Eligible Expenditures; (b) repay the Preparation Advance; and (c) pay: (i) the Front-end Fee; and (ii) each Interest Rate Cap or Interest Rate Collar premium; in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table: Amount of the Loan Percentage of Allocated Expenditures to be Category (expressed in EUR) financed (inclusive of Taxes) (1) Goods, works, non-consulting 33,000,000 75% services, consulting services, Training and Matching Grants under Part 1.1. of the Project (2) First Capitalization of the FGC 5,000,000 100% under Part 1.2. of the Project (3) Second Capitalization of the FGC 5,000,000 100% under Part 1.2. of the Project (4) Third Capitalization of the FGC 5,000,000 100% under Part 1.2. of the Project (5) Fourth Capitalization of the FGC 5,000,000 100% under Part 1.2. of the Project (6) Goods, works, non-consulting 20,000,000 33.33% services, consulting services, Training under Parts 2.1. and 2.2. of the Project (7) Goods, works, non-consulting 13,186,250 100% services, Training under Part 2.3. of the Project (8) Consulting services under Part 2.3. 1,000,000 100% of the Project (9) Goods, non-consulting services, 6,000,000 25% consulting services, and Training under Part 3.1. and 3.2. of the Project -17- (10) Goods, non-consulting services, 10,000,000 50% Training and Incremental Operating Costs for Parts 3.3. and 4 of the Project (11) Front-end Fee 263,750 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07 (b) of the General Conditions (12) Refund of the Preparation 2,050,000 Amount payable Advance pursuant to Section 2.07 (a) of the General Conditions (13) Interest Rate Cap and Interest Rate 0 100% Collar Premium TOTAL AMOUNT 105,500,000 B. Withdrawal Conditions; Withdrawal Period 1 . Notwithstanding the provisions of Part A above, no withdrawal shall be made: (a) for payments made prior to the Signature Date; (b) under Category I unless and until a Matching Grants Operations Manual, in form and substance satisfactory to the Bank, is approved by the Borrower. (c) under Category 2 unless and until: (i) the Subsidiary Agreement is executed, in form and substance satisfactory to the Bank; (ii) the PCG Fund Operations Manual, including, inter alia, the identification and details of the account for the capitalization of the FGC for purposes of Part 1.2. of the Project, is adopted by the competent body of the FGC, in form and substance satisfactory to the Bank; (d) under Category 3 unless and until at least two PFIs are selected by the FGC, in a manner acceptable to the Bank, and in accordance to the PCG Fund Operations Manual; (e) under Category 4 unless and until the amounts allocated for the First Capitalization and the Second Capitalization have been fully committed in partial credit guarantees to cover eligible loans of farmers and agribusiness SMEs, on terms and conditions acceptable to the Bank; -18- (f) under Category 5 unless and until the amount allocated for the Third Capitalization has been fully committed in partial credit guarantees to cover eligible loans of farmers and agribusiness SMEs, on terms and conditions acceptable to the Bank; or, (g) under Category 7 unless and until: (i) the Inter-ministerial MoU is executed, in form and substance satisfactory to the Bank; and (ii) a detailed rural electrification pipeline and plan for the Project Areas, in form and substance satisfactory to the Bank, is approved by the MINEA and MINAGRIF. 2. The Closing Date is May 31, 2024. Section IV. Other Undertakings 1. The Borrower shall ensure that: (a) during Project implementation, the FGC uses the proceeds of the Subsidiary Financing for purposes of providing partial credit guarantees to cover credits extended by eligible PFIs to eligible farmers and agribusiness SMEs to finance eligible activities to be carried out by said eligible farmers and agribusiness SMEs, all in accordance with the POM and PCG Fund Operations Manual; and (b) after the Closing Date, the FGC uses the proceeds of any Subsidiary Financing, which are remaining after any payments under said partial credit guarantees, for purposes of providing partial credit guarantees to cover credits extended by eligible PFIs to eligible farmers and agribusiness SMEs to finance eligible activities to be carried out by said eligible farmers and agribusiness SMEs. -19- SCHEDULE 3 Commitment-Linked Amortization Repayment Schedule The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date ("Installment Share"). Level Principal Repayments Principal Payment Date Installment Share On each January 15 and July 15 Beginning July 15, 2023, 2% through January 15, 2048 -20- APPENDIX Section 1. Definitions I. "Agribusiness window" means a segregated window to be established and operated and maintained by the FGC for purposes of implementation of Part 1.2. of the Project. 2. "Annual Works Plans and Budgets" means each of the annual work program and budget to be prepared by the GEPE-PIU, and referred to in Section I.H. of Schedule 2 to this Agreement. 3. "Anti-Corruption Guidelines" means, for purposes of paragraph 5 of the Appendix to the General Conditions, the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006, and revised in January 2011 and as of July 1, 2016. 4. "Beneficiary" means an eligible farmer or agribusiness SME selected to receive a Matching Grant under Part 1.1 (vi) of the Project. 5. "C029" - Forced Labor Convention means the International Labor Organization "Convention Concerning Forced or Compulsory Labor", dated June 28, 1930. 6. "C 138 - Minimum Age Convention" means the International Labor Organization "Convention Concerning Minimum Age for Admission to Employment", dated June 26, 1973. 7. "C 182 - Worst Forms of Child Labor Convention" means the International Labor Organization "Convention Concerning the Prohibition and Immediate Action for the Elimination of the Worst Forms of Child Labor", dated June 17, 1999. 8. "Category" means a category set forth in the table in Section III.A of Schedule 2 to this Agreement. 9. "Co-financier" means the AFD or Agence Francaise du Developpement. 10. "Co-financing" means, for purposes of paragraph 16 of the Appendix to the General Conditions, an amount of seventy-nine million Euro to be provided by the Co-financier to assist in financing the Project. 11. "Co-financing Agreement" means the agreement to be entered into between the Borrower and the Co-financier providing for the Co-financing. 12. "Collaboration Agreement" means the agreement referred to in Section I.C. of Schedule 2 to this Agreement, as the same may be amended from time to time, -21- with the prior written agreement of the Bank, and such term includes any annexes and schedules to the Collaboration Agreement. 13. "Environmental and Social Management Framework" or "ESMF" means the Borrower's environmental and social management framework, dated December 2017, disclosed in-country on April 9, 2018 and in the Bank's website on April 11, 2018, setting forth the policy framework, principles, standards, processes and institutional arrangements to be applied to assess potential adverse environmental and social impacts (including impacts on natural habitats, forests, physical cultural resources, environmental, health and safety, pest management and risks of child/forced labor and gender-based violence and sexual exploitation and abuse) and risks associated with the Project, and the ways to avoid, minimize, mitigate or offset said environmental and social impacts and risks (including measures that endeavor to prevent and respond to Project-related gender-based violence and sexual exploitation and abuse), including public consultation, disclosure and reporting, as the said framework may be amended and/or supplemented from time to time with the prior written concurrence of the Bank. 14. "Financial Sector Laws" means Lei de Bases das Instituicoes Financeiras, the Borrower's Law 12/2015 of June 17, published in the Borrower's DiArio da Repi6blica, I Serie, no. 89, June 17, 2015. 15. "First Capitalization" means the first contribution of the Bank with the proceeds Subsidiary Financing to the FGC account, subject to the conditions set out with Section Ill.B.1(c) of Schedule 2 to this Agreement, for payments on partial credit guarantees issued by FGC. 16. "Fourth Capitalization" means the fourth contribution of the Bank with the proceeds Subsidiary Financing to the FGC account, subject to the conditions set out with Section III.B.(f) of Schedule 2 to this Agreement, for payments on partial credit guarantees issued by FGC. 17. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for IBRD Financing, Investment Project Financing", dated July 14, 2017. 18. "Incremental Operating Costs" means the reasonable incremental expenses incurred by the Borrower and/or the Provinces in the Project Areas, based on the Annual Work Plans and Budgets approved by the Bank, on account of Project implementation, management, and monitoring, including office supplies and consumables; communication costs; operation and maintenance of office vehicles and equipment; per diem and national and international travel costs and accommodations for Project staff; reasonable bank charges. -22- 19. "Inter-ministerial MoU" means the memorandum of understanding referred to in Section I.A.8. of Schedule 2 to this Agreement, acceptable to the Bank, pursuant to which the MINAGRIF and MINEA shall set out, inter alia, their respective roles and responsibilities in the implementation of Part 2.3. of the Project. 20. "Large Dams" means: (i) dams that are 15 meters or more in height; or (ii) dams that are between 10 and 15 meters in height if they present special design complexities; or (iii) dams under 10 meters in height ifthey are expected to become large dams during the operation of the facility. 21. "MINAGRIF" means the Borrower's ministry in charge of agriculture; or any successor thereto acceptable to the Bank. 22. "MINEA" means the Borrower's ministry in charge of energy; or any successor thereto acceptable to the Bank. 23. "Negative List" means the lists of activities that cannot be funded or included under the Project, as set out in Section 1.G.2. of Schedule 2 to this Agreement, the PCG Fund Operations Manual and the ESMF. 24. "PFIs" means the financial institutions licensed to operate in the territory of the Borrower that will be selected, in accordance with the FGC PCG Fund Operations Manual, to participate in the implementation of Part 1.2. of the Project. 25. "Preparation Advance" means the advance referred to in Section 2.07 (a) of the General Conditions, granted by the Bank to the Borrower pursuant to the letter agreement signed on behalf of the Bank on May 18, 2017, and on behalf of the Borrower on June 23, 2017. 26. "Procurement Regulations" means, for purposes of paragraph 85 of the Appendix to the General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated July 2016, revised November 2017. 27. "FGC" or "Fundo de Garantia de Credito" or "Fundo Garantia de Credito ", means a financial institution established and operating pursuant to the Borrower's Estatuto Orgdnico do Fundo de Garantia de Credito, published in the Borrower's Dicirio da Repiblica I S6rie No. 141, dated October 16, 2015. 28. "PIU-GEPE" means the Project implementation unit within GEPE; or any successor thereto acceptable to the Bank. 29. "PMP" means the Borrower's pest management plan, dated March 2018, and disclosed in-country on April 9, 2018 and at the Association's website on April 11, 2018, which, inter alia, addresses the concerns relating to the Project risks associated with potential increases in the use of pesticides for agricultural -23- production, intensification and diversification and sets forth related mitigation and monitoring measures to be taken during Project implementation, as said plan may be revised from time to time with the prior approval of the Bank. 30. "Project Areas" means the following two road corridors comprising the following Borrower's Provinces, namely: (i) corridor A: Luanda; Bengo; Cuanza Sul; Huambo; Bie; Norte de Huila (Caluquembe, Cabonda e Chicomba); and (ii) corridor B: Luanda; Bengo; Cuanza Norte; and Malanje. 31. "Provincial Directorate for Agriculture" means the provincial government department responsible for agriculture; or any successor thereto acceptable to the Bank. 32. "Project Implementing Entity" means the FGC. 33. "Project Operational Manual" or "POM" means the manual for the Project to be prepared and adopted pursuant to in Section I.D. of Schedule 2 to this Agreement, as the same may be amended from time to time with the prior agreement of the Bank. 34. "Provincial Project Implementation Teams" or "PPIT" means the provincial government units to be established in selected Project Areas accordance to Section 1.A.2 of Schedule 2 of the Agreement. 35. "Provinces" means a political-administrative sub-division of the territory of the Borrower. 36. "PSC" or "Project Steering Committee" means "Project Steering Committee" a committee to be established by the Borrower and referred to in Section I.A.3. of Schedule 2 of this Agreement. 37. "RPF" means the Borrower's Resettlement Policy Framework, dated March 2018, disclosed in-country on April 9, 2018, and in the Bank's website on April 11, 2018, which outlines the policies and procedures to be implemented in the event that specific activities implemented under the Project have potentially negative impacts on the livelihoods, assets and land of the affected persons, as the said framework may be amended and/or supplemented from time to time with the prior written consent of the Bank, and such term includes any schedules to such document. 38. "Safeguards Instruments" means the ESMF, the RPF, and the PMP. 39. "Second Capitalization" means the second contribution of the Bank with the proceeds Subsidiary Financing to the FGC account, subject to the conditions set out with Section III.B. I (e)of Schedule 2 to this Agreement, for payments on partial credit guarantees issued by FGC. -24- 40. "Signature Date" means the later of the two dates on which the Borrower and the Bank signed this Agreement and such definition applies to all references to "the date of the Loan Agreement" in the General Conditions. 41. "SMEs" means Small and Medium-Sized Enterprises that have met the eligibility criteria set out in the Matching Grants Operation Manual and PCG Fund Operations Manual. 42. "Subproject" means an investment of an eligible farmer or agribusiness SME supported by a Matching Grant and/or a partial credit guarantee under Part I of the Project. 43. "Subsidiary Agreement" means the agreement referred to in Section L.B. of Schedule 2 to this Agreement pursuant to which the Borrower shall make part of the proceeds of the Loan available to the Project Implementing Entity. 44. "Subsidiary Financing" means the proceeds of the Loan to be provided to the FGC for purposes of carrying out Part 1.2. of the Project, in accordance with the Subsidiary Agreement and the PCG Fund Operations Manual, and referred to in Section I.B. of Schedule 2 to this Agreement. 45. "Supplemental Social and Environmental Safeguards Instruments" means any site- specific or sub-project specific environmental and social management plan, resettlement action plan, or other supplemental social and environmental safeguards instruments as required under the terms of the ESMF and RPF. 46. "Technical Investment Committee" means committees to be established for purposes of implementing Part I and 2 of the Project, and referred to in Section I.A.4 and 5 of Schedule 2 to this Agreement. 47. "Third Capitalization" the third contribution of the Bank with the proceeds Subsidiary Financing to the FGC account, subject to the conditions set out with Section III.B.1(f) of Schedule 2 to this Agreement, for payments on partial credit guarantees issued by FGC. 48. "Training" means the reasonable costs, as shall have been approved by the Bank in the Annual Work Plan and Budgets, for expenses incurred for Project-related training and workshops conducted under the Project, including tuition, travel and subsistence costs for training and workshop participants, costs associated with securing the services of trainers and workshop speakers, rental of training and workshop facilities; preparation and reproduction of training and workshop materials, and other costs directly related to training course and workshop preparation and implementation (but excluding goods and consultants' services).